SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Name of Issuer: Protective Life Corporation
Title of Class of Securities: Common Stock, Par $.50
CUSIP Number: 743674 103
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 743674 103
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Firstar Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of organization: Wisconsin
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,618,000
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 125,500
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 1,705,800
PERSON 8. SHARED DISPOSITIVE POWER
WITH 126,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,832,300 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
12. TYPE OF REPORTING PERSON*
HC
Item 1(a). Name of Issuer:
Protective Life Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
2801 Highway 280 South
Birmingham, Alabama 35223
Item 2(a). Name of Person Filing:
Firstar Corporation
Item 2(b). Address of Principal Business Office or, if none,
Residence:
777 E. Wisconsin Avenue
Milwaukee, Wisconsin 53202
Item 2(c). Citizenship:
State of organization: Wisconsin
Item 2(d). Title of Class of Securities:
Common Stock, Par $.50
Item 2(e). CUSIP Number:
743674 103
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income of 1974 or
Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
(g) [x] Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
(a) Amount Beneficially Owned as of December 31, 1995:
1,832,300 shares
(b) Percent of Class:
6.4%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,618,000
(ii) shared power to vote or to direct to the vote:
125,500
(iii) sole power to dispose or to direct the disposition of:
1,705,800
(iv) shared power to dispose ore to direct the disposition of:
126,500
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Other persons are known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, shares beneficially owned by the filing
person. Except for any person identified immediately below,
such rights do not extend to shares constituting more than 5% of
the class.
None
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company.
See Exhibit attached.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 9, 1996
FIRSTAR CORPORATION
By: /s/ William J. Schulz
Name/Title: William J. Schulz, Senior Vice President and
Secretary
Exhibit to Item 7: Identification and Classification of
Subsidiaries
Firstar Investment Research and Management Company - IA
Firstar Bank Madison, N.A. - BK
Firstar Trust Company - BK
Firstar Bank Oshkosh, N.A. - BK
